


Let Us Be Three

by fiddleyoumust



Category: Bandom, Panic At The Disco
Genre: M/M, Multi, Threesome - M/M/M
Language: English
Status: Completed
Published: 2010-12-29
Updated: 2010-12-29
Packaged: 2017-10-14 05:21:04
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 6,646
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/145805
Author URL: https://archiveofourown.org/users/fiddleyoumust/pseuds/fiddleyoumust
Summary: <blockquote class="userstuff">
              <p>This is Ryan and Spencer devirginizing Brendon. That's pretty much it.</p>
            </blockquote>





	Let Us Be Three

Brendon knows exactly how big of a loser he really is. It's sort of mortifying to realize that in less than two months he'll be graduating from high school and heading off to another state to record an _album_ for his _band_ , and not only is he still a virgin, but he hasn't even been kissed. It's not that he hasn't wanted to - more that no one else has wanted to with him. It's... Well, it's embarrassing is what it is.

 

Brendon is a little bit drunk. Spencer stole two beers from his parent's fridge, and even though he drank one and helped Brendon finish the other, Brendon still feels a little bit drunk. It's entirely possible that Brendon is a total lightweight.

Ryan isn't drinking, so he spends most of the time making fun of Brendon when he says stupid things. If Brendon wasn't a little bit drunk, he might be offended. As it is, it's kind of funny. Eventually, Ryan loses interest, and he and Spencer start talking about some party they went to the previous weekend.

Brendon didn't go to the party, and listening to them talk about it isn't particularly interesting. His head feels like it's floating away, and he wants to lie down. Ryan's leg is close, but Ryan is sort of bony, so Brendon moves next to Spencer instead and rests his head on Spencer's thigh. Ryan starts talking about some girl he's been sleeping with, and Brendon can practically feel Spencer rolling his eyes.

"You're such a slut," Spencer says.

Ryan throws his head back when he laughs, and Brendon can see his Adam's apple move in his throat. It's pretty, because Ryan has all this smooth pale skin and a really skinny neck. Ryan says, "You didn't used to complain so much about that."

Brendon thinks _huh_ , as he rolls his head a little so that he can look up at Spencer. Brendon's been their friend for a more than a year now, and he _did not know that_. Spencer bites his bottom lip as the corners of his mouth turn up. "That's because it used to directly concern me," Spencer counters. The two of them smile at each other like they're sharing a secret. Brendon guesses they are, in a way.

Brendon hates that he still doesn't know everything there is to know about Ryan and Spencer. He hates that sometimes the two of them don't even have to say a word to understand each other when Brendon feels like he constantly has to explain every decision he makes. It's also possible that half a beer has just made him impossibly nosy. "Wait, _wait_ ," Brendon finally says. "What?"

Spencer looks down at Brendon like he's just remembering that Brendon is there. His cheeks flush the tiniest bit, color working up his neck too. "Oh," Spencer says as he pushes Brendon's bangs off his forehead. "It was a long time ago."

Ryan snorts from across the room. "You're seventeen," he says, rolling his eyes. "We're not old enough for _a long time ago_. It was last year."

Spencer flips Ryan off companionably. "Anyway," Spencer says. "I was a pathetic virgin and Ryan..." Spencer waves his hand uselessly in Ryan's direction. "Ryan... helped."

Brendon closes his eyes and rolls his head back against Spencer's thigh. "Oh," he finally says. "That was nice of him, I guess."

Ryan smiles and says, "What can I say? I'm a giver."

 

Brendon spends two whole days thinking about Spencer's mouth and Ryan's hands. He lies in bed at night with his sheets wrapped up around his legs and his hand wrapped tight around his cock. It's both really, really hot and horrifying, because Spencer and Ryan are his best friends and his band mates. Jerking off thinking about the two of them having sex probably isn't the smartest thing he's ever done.

At practice Brendon can't stop staring at Ryan's fingers as they work over the fret board. When he turns around to look at something else, Spencer is there, sweaty and gorgeous, the tendons standing out in his neck. Brendon might go crazy if he doesn't at least get to make out with someone really, really soon.

After practice, Spencer decides he wants ice cream. Ryan and Brent both claim to have dates, and they take off, leaving Brendon to deal with Spencer's pleading blue eyes.

"You fucking suck," Brendon says.

Spencer smiles and says, "Whatever, dude. We'll get Blizzards and then we can come back here and play Resident Evil."

They eat their ice cream in the car on the way home and then they play video games for an hour before they get bored. Spencer turns on the TV, and they end up watching _That 70's Show_ reruns.

"I have no idea how Eric got a girl like Donna to make out with him," Brendon says forlornly. He doesn't get it. Donna is _hot_ , and Eric is... Eric.

Spencer quirks an eyebrow and says, "It's not like Eric is unfortunate looking."

Brendon slumps and says, "Spencer. Spencer would you make out with me?"

Spencer says, "What?"

Brendon's cheeks feel like they're on fire, and he sort of wishes the couch would just open up and swallow him whole, but it's not like he can take it back now.

"Spencer, I can't graduate from high school without ever being kissed," Brendon whines. He is really very good at whining and wheedling and begging. It's got something to do with his pout and his big brown eyes. "It's terrible," he continues. "It's bad enough that I'm still a virgin."

"It's actually okay to be a virgin, Brendon. There's nothing wrong with you," Spencer says.

Brendon's not stupid. He knows it's not the end of the world to graduate high school with his virginity still intact. He just really doesn't want to still be a virgin. He wants Spencer to kiss him.

"Please, Spencer. _Please_ ," Brendon says. "You can be my Donna."

There's an awkward silence as Spencer just stares at Brendon. Brendon's heart is beating so loudly that he's positive Spencer can hear it too. He can't believe he just compared Spencer to a hot red-headed girl on a TV show. He also can't believe he just asked Spencer to kiss him, and his brain is scrambling, searching for some way to make a joke out of it until Spencer sighs, a long-suffering burst of air.

"You're much, much hotter than Eric," Spencer says.

It's not at all what Brendon thought Spencer was going to say, seeing as how it lacks the words "no" and "fuck off".

"What?" Brendon asks stupidly.

Spencer rolls his eyes and reaches out his hand. "Come here," he says, pulling Brendon closer. Brendon goes. He's not sure what he should do with his hands. He slides them up along the smooth hair on Spencer's forearms, curling around Spencer's elbows, until his fingers dig into his skin.

"I'm not sure what I'm supposed to do," Brendon whispers. His face is right next to Spencer's now that Spencer has pulled him closer, and it feels like he shouldn't talk at his normal volume.

This whole fucking thing is nerve-wracking. Spencer chuckles softly and says, "Yeah, I remember."

"Umm... I really didn't mean to say that out loud," Brendon says.

"Brendon?" Spencer says as he runs his thumb over Brendon's cheek. Brendon's heartbeat speeds up, and when Spencer doesn't say anything else, Brendon looks up and meets his eyes. Spencer's eyes are very blue, and he's smiling when he says, "Shut up."

Brendon nods. Spencer leans in and sets his lips gently against Brendon's. Spencer's lips are warm and slick, and they feel really nice. Brendon's breath whooshes out warm and damp against Spencer's mouth. He doesn't know what to do with his tongue, but Spencer's tongue pushes back against his, warm and firm. It's nice, better than Brendon has imagined, and it only gets sweeter when Spencer licks more forcefully into his mouth, his tongue sliding along Brendon's teeth.

Brendon moans and clings to Spencer's forearms, tilting his head when Spencer's fingers slide into his hair and pull. Brendon tries to focus on every single detail, because he wants to remember this for later, for tonight when he's alone again. Only this time, when he thinks about Spencer's mouth, he'll actually know what it _feels_ like against his own.

Spencer nips lightly at Brendon's mouth, and it sets off little sparks in Brendon's stomach and spine and cock. Brendon shifts on the couch, the material of his jeans rubbing against his cock, making him moan again. Spencer licks soothingly along Brendon's bottom lip, slowing the kiss as his hand slides down the side of Brendon's neck, fingers trailing along the pulse point in his throat.

Brendon is practically in Spencer's lap when they finally stop kissing. Spencer presses his lips lightly to the corner of Brendon's mouth, his chin, his temple. Brendon rests his forehead against Spencer's shoulder and breathes.

"Good?" Spencer asks.

Brendon shudders hard and nods his head, rolling it along Spencer's collarbone. He closes his eyes. He can't seem to stop shaking. Spencer rubs soothing circles along the base of Brendon's spine while his other hand continues stroking Brendon's throat with feather-light finger-tips.

Brendon hums and arches into Spencer's fingers against his back. It feels amazing. Brendon totally did not know that having someone stroke his back could be such a turn on. His hands are still on Spencer's shoulder and his arm, and Brendon's fingers start digging in like a kneading cat. Brendon feels awesome, and he knows Spencer was probably just being nice, but he can't help wondering if it was okay for him, too.

"That was... Was that good?" Brendon finally asks.

Spencer's whole body shakes when he laughs. "You said it was," he says. "Are you taking it back now?"

Brendon looks up, eyes wide. "For _me_ , yeah. But, you're. Well you've." Brendon doesn't know how to say that Spencer is the experienced one without sounding like even more of a loser, so he just stops talking.

Spencer smiles, and kisses Brendon's mouth lightly. "I've only ever been with Ryan, you know," he says. He looks vaguely embarrassed by the admission, but it makes something -- something Brendon didn't even know was coiled tight -- loosen in his chest.

"I've only ever been with you," Brendon says back.

Spencer's face softens, and his fingers find their way back into Brendon's hair. "It was good, Bren," Spencer says quietly before he leans in and kisses him again. They break apart to breathe, and Spencer says, "It _is_ good."

Brendon takes the lead this time, pushing Spencer down until they're both stretched out on the couch, side by side. He kisses Spencer's throat, his collar bone, the hot skin behind his ear. Brendon kisses him everywhere he can find skin, and it's good. It's really, really good.

 

They don't have practice again for two days after that. Spencer has to take some tests for correspondence classes he's taking, and Brendon has work. It doesn't really matter, though, because Brendon has had his first ever make-out session, and it was _awesome_. He's practically floating these days.

He ends up getting cut early from work on Saturday because it's slower than fuck. He really doesn't want to go home to sit around his apartment by himself, so he gets in his car and drives in the opposite direction. It's not really surprising when his car automatically heads in the direction of Spencer's house.

Spencer's mother answers the door with a big smile.

"Oh hi, sweetie," she says, looking a bit harried and frazzled. "Crystal and Jackie, I am walking out this door right now. Let's go!" she shouts up the stairs.

She turns back to Brendon, and Brendon gives her a little wave. "Hi, Mrs. Smith."

"The boys are upstairs, and we're off to the mall, if I can ever get the girls in the car. There's food and drinks in the kitchen, so you just help yourself." Crystal and Jackie come running down the stairs, Jackie yelling frantically about being unable to find her purse.

Brendon uses the commotion to slip into the kitchen and grab himself a Capri Sun. When he comes out, the house is quiet again, and he can see Ginger's car backing out of the driveway through the window. Brendon heads up the stairs and takes a look in the game room first. The door is ajar. When Brendon pushes it open he finds the TV on, but the room is empty.

Spencer's room is at the end of the hall, and Brendon's been coming and going long enough that he doesn't even think about knocking. He pushes the door open, a greeting on the tip of his tongue, but it dies as soon as he realizes what he's seeing.

Spencer's stretched out on his bed with Ryan straddling his hips. Brendon can see Spencer's fingers bracketing Ryan's slim hips, and they're pressed into Ryan's skin where his shirt's been pushed up.

Brendon's never felt so many contradicting emotions at one time. There's embarrassment for having walked in on them, guilt, jealousy, and somewhere at the end of it all a sense of utter loneliness that Brendon is getting entirely too used to feeling.

Spencer turns his head, and when their eyes meet, Brendon draws in a sharp breath.

"Sorry, sorry," Brendon says, backing out of the room.

"Brendon," Spencer says, but Brendon's already turning, the muscles in his thighs quivering with the desire to run. Spencer says, "Wait," but it's Ryan's quiet, commanding voice that actually keeps Brendon from fleeing.

"Brendon, stop," he says, and Brendon hovers in the doorway, his back to the room, the doorknob squeezed so tightly in his grip that his knuckles are turning white.

Brendon hears the rustle of fabric against fabric as someone moves on the bed, and then Ryan slides up behind him, his callused fingers sliding around Brendon's wrist. Brendon wonders if Ryan can feel his pulse pounding under his skin. Ryan's breath is hot against Brendon’s neck and ear as he says, "Let's close the door." He says it like he says most things, softly, slightly amused, and still so commanding that Brendon can't help but comply.

Brendon's hand loosens on the knob almost against his will, and he lets Ryan turn him around so that he's facing into Spencer's room again. He doesn't know what he's supposed to do. He fists his hands at his sides and lets his eyes roam the room. They settle on Spencer, even though Ryan is standing right in front of him.

Spencer looks back, his eyes open wide and bright, bright blue. Brendon's mouth waters with want, but his gut churns with guilt again. Sure, Spencer made out with him, but Spencer has always belonged to Ryan first, and Brendon suddenly feels like he's somehow betrayed them both. "I'm sorry," he says again, even though he's pretty sure neither of them knows what he's apologizing for.

Ryan pushes into Brendon's space, making Brendon's breath catch in his throat. He feels Ryan push the door closed behind him.

Ryan says, "So Spencer tells me he got to kiss you."

Brendon automatically feels like he should protect Spencer. "I asked him to," he says. The volume of his own voice startles him. Spencer is still lying on the bed silently, and Ryan is always quiet when he speaks. Spencer hasn't said a word yet, but Brendon can hear him breathing in time with the whir of the ceiling fan. "It was like a favor."

Ryan laughs at that and takes a step back. "So he didn't want to?" Ryan asks, wrapping his hand firmly around Brendon's wrist, pulling him further into the room. "Because that's not what he told me."

"Ryan," Spencer says warningly. He finally sits up, swinging his legs over the edge of the bed so that his feet rest on the carpet. He curls his toes and runs his fingers through his hair, and Brendon can tell he's nervous and annoyed at the same time.

Ryan looks over his shoulder and smiles at Spencer, before he walks around behind Brendon, putting him between the bed and the door -- between Ryan's body and Spencer's. "Spencer says your mouth is really hot," Ryan says against the back of his neck.

Brendon's breath speeds up, and he can hear Spencer's do the same. "Jesus," Brendon says, rubbing his damp palms against his jeans. Ryan comes around to Brendon's side and turns his head so they're staring into each other's eyes.

Ryan's beautiful. He looks slightly predatory and really sure of himself. Brendon feels a little like a deer in a hunter's sights. He doesn't know whether to run or stand very still and hope for the best. Spencer moves off the bed and says, "You're freaking him out, Ryan."

Ryan spares a glance for Spencer before he leans in and nips at Brendon's bottom lip. Brendon's eyelids flutter closed and he can feel a moan welling up from somewhere in his gut.

"I'm not scaring you, am I?" Ryan asks. "I just want to see if Spencer is right."

Ryan's so close. His body heat is pressing in on Brendon so that all of Brendon's clothes feel too tight, constricting and warm. He’s beginning to sweat through them. Brendon opens his mouth to say something, but Ryan's bottom lip is shiny and wet from his own tongue and Brendon can't think of anything past that. He surges forward, fitting his mouth awkwardly against Ryan's.

Ryan hums happily against Brendon's mouth, but he doesn't push back. He puts his hands gently on Brendon's face and lets him control the kiss. Brendon presses against Ryan and digs his fingers into Ryan's bony shoulders. He knows he's clinging, but he feels shaky and uncertain, and he still doesn't know what to do with his hands.

Ryan's mouth doesn't feel like Spencer's. It's hot and wet like Spencer's, but his tongue feels different against Brendon's. It's firmer, more self-assured, and when Brendon pushes hard, there's less give. Ryan's lips feel thinner, too, but he sucks on Brendon's tongue in a way that Spencer didn't, and it makes Brendon want to grind against him.

Brendon feels Spencer step up behind him. He's solid, and when he puts his hands on Brendon's hips, Brendon feels steadier. He leans back against Spencer's chest so that he's sandwiched between the two of them. Ryan follows with his mouth, never breaking the kiss.

Spencer leans in and mouths against the back of Brendon's neck and sucks gently. Brendon feels like he might hyperventilate, he's so turned on right now. He wonder's if Spencer's marking him. He hopes he is. Brendon squeezes his eyes tightly shut and prays that tomorrow he'll have something to look at -- some physical reminder of what's happening in this moment.

Ryan breaks the kiss, and Brendon eyes flutter open. Spencer sucks at another spot on Brendon's neck, making Brendon arch against Ryan. Ryan smirks and licks his bottom lip.

"Spencer was right," Ryan says breezily. "Kissing you is really hot."

Spencer moans against Brendon's neck and Ryan lets out a small laugh. Brendon blushes. His entire face feels like it's on fire, but Ryan doesn't give him time to think about it, turning Brendon so that he's facing Spencer. Spencer says, "Hey," and his eyes flick over Brendon's shoulder to Ryan.

"You should have seen him when he was telling me, Brendon," Ryan says softly. "His skin gets all flushed when he's turned on. Kind of like it is right now. Do you see his eyes?"

Brendon nods and swallows hard, but he doesn't think he can speak. Ryan just keeps talking. He says, "When you really get him going, his eyes get so blue, and it's almost like they’re the only spot of color in the room."

Brendon can't stop looking at Spencer's face, and Spencer is looking back at him now. Brendon feels like he's trapped in Ryan's voice; the smooth, clean cadence of it won't let him move forward or backward. He’s still not sure of himself, but the anticipation makes him want to push. He needs something to happen soon.

Ryan says, "You know what would also be really hot, Brendon?"

Brendon doesn't know, but he's practically bursting out of his own skin to find out. Brendon knows it's a rhetorical question, and now he's just waiting for Ryan to tell him what to do, to give him permission.

"You should kiss him, Bren. He wants you to. Don't you, Spencer?" Ryan asks. Spencer nods , his entire body bowing toward Brendon's.

Ryan's still pressed up tight against Brendon's back, and Spencer is right in front of him, his hands still holding Brendon's hips. Brendon takes a deep breath. He can smell them all now: Ryan's shampoo, Spencer's deodorant and his own sweat.

Brendon tips his head to the side and trails one of his fingers along Spencer's lips. Spencer's tongue darts out to lick delicately against the pad of Brendon's finger, and Brendon pushes his finger inside Spencer's mouth, pressing it against the flat of his tongue.

Spencer's mouth is warm and soft, and Brendon really wants to kiss it now. He drags his finger away, shuddering when Spencer nips lightly at the tip of it. Brendon’s hands make their way into Spencer's hair, and it's softer than Brendon remembers it being. He twists it up in his hands and pulls Spencer forward until they're kissing, sloppy and noisy.

Ryan runs his fingers along the line of Brendon's spine. "You're both so fucking hot," Ryan says. He presses his fingers into Brendon's vertebrae, and Brendon shivers and moans against Spencer's lips.

"Spencer told me about this too," Ryan whispers. "He said you liked having your back touched."

Ryan's fingers dip lower so his nail is scratching under the waist band of Brendon's jeans. He pushes his thumb against Brendon's tailbone and Brendon doesn't know what to do. He wants to climb Spencer, and he wants to lean back into Ryan's clever hands. He has no idea what he wants to do first.

Before Brendon can make a decision, Spencer pulls back and takes a step away. Brendon wants to follow, but Ryan's hands are kind of down the back of his pants, keeping him where he is.

"We need less clothing," Spencer says as he pulls his own shirt over his head.

Ryan laughs, loud and throaty against the back of Brendon's neck. "Always the practical one," he says. Brendon expects Ryan to step away then, but he reaches his long arms around Brendon's body and goes for the button of his jeans instead. Spencer continues pulling his own pants off as he balances on one foot, and Brendon can't stop looking at him. He didn't get to see any of this when they were kissing, and he likes looking at all of Spencer’s pale skin, at the freckles across his shoulders and his upper arms.

Ryan says, "I need your help here, Bren," and Brendon can focus again. Ryan's got Brendon's pants undone and pushed down over his hips, and Brendon pulls them down lower and shimmies awkwardly out of them.

Brendon actually really likes being naked, but usually it's some kind of joke. Usually he treats his nakedness like another costume for his long list of personalities. This is the first time in his life that he actually feels like he’s been stripped bare. He can feel Ryan's and Spencer's eyes burning into his skin.

Brendon can feel Ryan stepping away from him, but Spencer is there to make up for the loss. He kisses Brendon again, walking them backwards until they're both sitting on the bed. Spencer's hands are everywhere, and Brendon still doesn't know what he wants to touch first. Both of his hands sit uselessly on his thighs, curled into fists.

Spencer stops kissing him when Ryan joins them. He's gotten his own clothes off, and Brendon's eyes widen a little, when they drop below Ryan’s waist . Spencer starts laughing, the sound jarring Brendon from the staring contest he's got going with Ryan's cock.

"I had a similar reaction," Spencer says, his voice dripping with amusement. Brendon bites his lip and tries not to blush.

"You don't have to do anything you don't want to," Ryan says gently.

Brendon looks back up and meets Ryan's eyes. Ryan is forever surprising him, and Brendon isn't sure why he expected this to be any different. Ryan's eyes are kind but full of heat, and Brendon doesn't think he's ever felt so wanted in his whole life.

"I want to suck your cock," Brendon says. Ryan looks at him greedily, and Brendon wants to earn that look. He wants to be good at this. "But I don't know what to do," he adds.

Spencer says, "Come here," as he leans in to kiss Brendon again. Brendon goes with him, leans into him when he kisses and slides off the bed with Spencer when he goes to his knees in front of Ryan.

Brendon is impossibly nervous and eager all at once. He looks to Spencer for his cues since he has no idea where he should start. Spencer doesn't waste any time. He kisses the sharp edge of Ryan's hip bone, and noses along the dip where thigh meets hip, breathing deeply through his nose.

"You smell really good," Spencer says a second before he licks up the side of Ryan's cock and sucks the head into his mouth.

"Fuck," Ryan says, and Brendon doesn't know where to look again. Ryan's face is beautiful, his eyes closed tight and his lip caught hard between his teeth. Spencer's mouth is stretched wide around Ryan's dick, and one of his hands works the shaft the way Brendon would work over his own dick. Brendon's eyes flit back and forth until Spencer pulls off with a wet pop and says, "Your turn now."

Brendon swallows and scoots forward on his knees. He licks tentatively up the shaft and Ryan hisses above him, his hips stuttering forward like his cock is seeking out Brendon's mouth. There's precome leaking at the tip. Brendon flicks out his tongue to taste it. It's not unpleasant, exactly, but it's not really good either. The noise Ryan makes, however, _is_ good , so Brendon does it again.

Spencer says, "You know, when we first met you, Ryan used to talk about your mouth."

Brendon looks up the length of Ryan's body and their eyes meet. Brendon finally gets up the courage to suck Ryan's cock into his mouth.

"He used to talk about all the things he wanted to do to you," Spencer continues.

Brendon moans, and tries to keep Ryan from shoving forward by grabbing Ryan's hips and holding him down. It makes it impossible for Brendon to work the shaft with his hand the way Spencer did, so Brendon pulls off long enough to say, "Well, I always knew Ryan was a perv. Now, can you help me, please?"

Spencer laughs, but he also reaches out and wraps Ryan's cock in his fist, and together, the two of them get a rhythm going. Ryan puts a hand on the top of each of their heads. Brendon can tell by the way his fingers flex that he really wants to grab and pull. He’s pretty impressed with Ryan’s control, actually. He hasn't pulled or thrust past what Brendon can take, and Brendon is really thankful for that.

Eventually Brendon's jaw starts to hurt, and when he pulls off, Spencer's mouth takes his place.

Ryan's different with Spencer, less careful and more forceful. Brendon knows Spencer can take him deeper, but Brendon doesn't think he did too badly for his first time. He feels somewhat validated when he looks up at Ryan's face and sees that Ryan is watching him instead of Spencer.

He's actually really impressed with Ryan's willpower, because Spencer is fucking hot -- flushed, and sweaty, his hair sticking to the side of his face. His lips are red and pulled tight around Ryan's cock, his cheeks hollowed out as he sucks.

Brendon says, "Holy shit," and Ryan follows his gaze and grunts loudly, and then he comes without warning Spencer at all.

Spencer pulls off quickly, his hand working Ryan over, and Ryan is still coming, a rope of it hitting Spencer across his cheek and his nose. Spencer doesn't seem to mind, and Brendon wants to taste, so he leans in and opens his mouth. But orgasms aren't exactly cooperative when it comes to aiming, so most of it ends up on his chin and across his cheek.

"Fuck. Holy fuck," Ryan says as he slumps to the floor in front of them. All three of them are breathing heavily, even though Ryan is the only one who has come. Ryan waves his hand between them and says, "Someone should really help the two of you clean up."

Spencer snorts and mutters, "Asshole," under his breath before he leans in and licks wetly across Brendon's cheek. Every time he thinks he can't get any more turned on, one of them does something to prove him wrong. He's more than ready for someone to touch his cock now.

Spencer kisses him, messy and with lots of tongue. They're still on their knees, and Brendon's pretty sure he's going to have rug burn when this is all over but he twists anyway, so that he can crawl into Spencer's lap. Spencer lets himself be pushed back until he's sitting on his heels with an armful of Brendon.

"I really want to fuck you," Spencer says breathlessly.

All the blood not in Brendon’s cock rushes to his ears. "I..." Brendon drags in a shaky breath.

"I would really like to see him fuck you," Ryan says lazily from where he's sprawled on the floor. "If we're taking a poll, or whatever."

Brendon laughs, partly because Ryan's a jerk and partly because he feels a little hysterical. Brendon wants this. He wants this more than he can verbalize, but he doesn't know how to say it without sounding needy or scared, even though he's both.

Spencer's hands feel strong and safe and warm at Brendon’s back. Brendon leans into his chest and tucks his head against Spencer's neck. "Yes, okay," he says against Spencer's skin, and he knows Spencer understood him by the way he squeezes his arms tighter around Brendon's shoulders.

"On the bed," Spencer says gently. He helps Brendon stand, hands steady on his hips, and then Spencer picks himself up off the floor and walks over to his dresser. Brendon goes to the bed and sits, twisting his hands nervously in his lap.

Ryan says, "Brendon."

Brendon's eyes snap up to meet his. He's still on the floor, but he's rolled on to his side so he can see the bed from his position. "It's Spencer," Ryan says. "He's going to be so, so careful with you, man."

Brendon breathes easier, because yes. It's Spencer, and Spencer is always careful with everything. It's Spencer, and Brendon trusts Spencer more than he trusts almost anyone. Spencer finishes rummaging through his drawer, and when he comes back he's got lube and a strip of condoms. Brendon tries to calm his frazzled nerves by lifting an eyebrow and saying sarcastically, "Just how much sex are we planning on having?"

Ryan laughs, but Spencer says, "As much as we want to." He leans in and kisses Brendon's mouth sweetly. He pushes Brendon backward until he's flat on his back, and then settles in at the end of the bed so that he's sitting between Brendon's spread legs.

Spencer flips the cap on the lube, but he keeps talking, trying to distract Brendon from what he's doing. "By the time we're done," he says, squeezing lube over the fingers of his right hand, "Ryan's going to be ready to go again, and he’s lazy when it comes to supplies."

"Hey!" Ryan says incredulously from the floor. Brendon turns his head long enough to see Ryan flipping them off, but he's smiling, so Brendon doesn't think he's actually mad.

Spencer says, "Do you want me to tell you what I'm doing before I do it?"

Brendon loses control over his breathing; all his air rushes out in frantic bursts. He doesn't know. He has no idea. Spencer nods, so Brendon thinks he might have said all that stuff out loud again, and for once he's thankful for his uncontrollable babbling. He's having a hard enough time trying to remember to breathe, let alone talk.

Spencer kisses his knee gently, and Brendon feels pressure at his entrance, blunt and steady. "It's my thumb," Spencer says as he spreads the lube across, making Brendon slick. "I'm going to start with my index finger to get you ready, and we'll just go from there, okay?"

Brendon nods and turns his head away, but Ryan is right there on the floor, staring intently. Brendon feels closed-in and caught. He really wants something to take his mind off whatever it is that Spencer's about to do to him.

"Can you kiss me?" he says to Ryan.

Ryan smiles and crawls across the floor. It shouldn't be sexy because Ryan is all bones and sharp edges; it shouldn't be sexy, but it really is. Ryan's mouth is still amazing. He kisses Brendon softly, eating at his mouth so that Brendon can't think of anything else.

Spencer pushes the first finger in gently and Brendon feels it, the discomfort of the stretch. Spencer’s using lots of lube, though, so the slide is easy in spite of the burn. It doesn't really feel good yet, but Ryan's mouth does, and Brendon focuses on that, on the slide of Ryan's tongue into his mouth instead of the slide of Spencer's finger into his ass.

"Jesus Christ, I wish you could see this," Spencer says to no one in particular. Maybe he's talking to both of them. Brendon doesn't know. "You're so tight around my finger. You're so hot."

Ryan moans against Brendon's mouth and Brendon digs his fingers into Ryan's arm where it's resting on the bed. Ryan pulls away long enough to say, "Tell me," before he kisses Brendon again, scraping his teeth over Brendon's chin and throat before moving back to his mouth.

"I'm adding another finger," Spencer says, and this time he does something different. His fingers twist or crook or something, so that along with the burn, there are tiny sparks going up and down Brendon's spine.

Brendon arches into it, his back bowing up off the bed. He rips his mouth away from Ryan's and says, "Spencer ."

"Don't give him an inflated ego," Ryan says against Brendon's neck. Spencer laughs, the sound vibrating out and into Brendon's body. Brendon moans and pushes himself onto Spencer's fingers. Spencer keeps doing whatever it is he's doing now that he's found the right angle, and Brendon's body is on edge.

"I need to come," Brendon says. He feels like he's begging, but he can't help it. His entire body is coiled so tightly he thinks he might explode if he doesn't get some kind of release.

"Do you still want me to fuck you?" Spencer asks, and Brendon nods frantically. The fingers don't feel like enough. Brendon really wants something to bear down on. "Just hold on for me, then," Spencer says, pulling his fingers free and fumbling with a condom. "Sometimes it’s too much if you've already come."

Ryan scoots down the bed and helps Spencer with the condom. He bats Spencer's shaking hands away and rolls it down onto Spencer's cock himself before picking up the lube and squeezing a large amount into the palm of his hand. He fists Spencer's cock, letting Spencer fuck up into his hand twice before he lets go.

"Okay, Spence," Ryan says gently, fondly, and the two of them share the kind of smile that Brendon doesn't think he'll ever understand, no matter how much time he spends with them.

Ryan pulls one of Brendon's knees up and bites gently at his thigh. Spencer hooks Brendon’s other leg over his own hip and lines himself up, running the head of his cock across where Brendon is already slick from his fingers.

"Deep breath," Spencer says, and then he moves his hips forward.

It hurts. Brendon opens and closes his hand, twisting the comforter between his knuckles. Ryan comes back to Brendon's end of the bed and pulls his hand away, locking their fingers together so Brendon can squeeze.

"You're so hot," Ryan says. "The two of you like this. The way he looks at you, the way you're stretched around him."

Spencer snaps forward suddenly and it's like before, with his fingers. Everything goes bright and technicolor behind Brendon's eyelids. Brendon makes a sharp, high-pitched noise, and Spencer says, "Yeah?"

Ryan says, "Like you even have to ask? That was definitely Brendon-speak for 'do that again'."

Brendon throws his head back and says, "Yes, yes, do it again," and when Spencer does, he moans, "Harder."

Spencer fucks him harder, and it still burns but it's different, less intense and more constant, like a sunburn aches for a few minutes after you first get in the shower . Brendon moves his free hand to Spencer's shoulder and digs in, clinging to Spencer's slick skin. He wants Spencer's mouth, but he doesn't know how to ask for it with Spencer fucking him so perfectly, so he just arches his body up until Spencer get the hint.

It's more a press of lips than an actual kiss. Spencer grunts harshly on every thrust, reducing the two of them to panting into one another's mouth. Spencer says, "Ryan," somewhat desperately. Brendon doesn't know what he means, but Ryan must because he's there by Brendon's hip again so that Spencer can turn away from Brendon's mouth long enough to kiss him.

Brendon can feel Ryan working his hand between the two of them, and then his mind pretty much checks out. Ryan wraps his fist around Brendon's cock and squeezes. Spencer's thrusts come harder, even as he loses the rhythm he had going, and Ryan continues to slide his hand up and down Brendon's shaft, twisting around the head.

Brendon literally goes blind when he comes. He's pretty sure his eyes are open, but he can't see a fucking thing. He can feel Ryan's fist around his cock. He can feel his come when it hits his stomach and chest. He can feel Spencer's cock sliding in and out of his ass perfectly, but he can't see Spencer’s face when he comes.

Spencer collapses uselessly on top of Brendon. It's not really comfortable with Brendon's come and Ryan's fist still trapped between them, but it still feels good somehow. Spencer's breath feels warm, and Brendon actually clings to him when he finally pulls away . Spencer rolls them and rearranges himself so that he's spooned up behind Brendon, both of them facing out into the room. Ryan is still kneeling by the bed, looking at the two of them contemplatively.

"What?" Brendon asks. He sounds a little smug, even to his own ears.

Ryan lifts his hand and licks across his knuckles where Brendon’s come is still on his skin . Spencer moans and says, "Come here."

Ryan clambers onto the bed, climbing over both of them until he's tucked up against Spencer's back.

"So," he says.

"So," Spencer echoes.

"Yeah," Brendon says, snuggling back against Spencer's chest.

It's quiet for a moment, all of them breathing together. Brendon feels soft and disconnected, and he thinks he could probably fall asleep right here.

"So," Ryan says again, and Brendon's eyes snap open. "Who's up for round two?"


End file.
